Naspers: Results of Annual General Meeting

Naspers Limited (“Naspers”) (JSE:NPN) (LSE:NPSN), the 100th
annual general meeting (AGM) of Naspers Limited was held this morning,
under the chairmanship of Mr Ton Vosloo, in the Naspers Centre at
40 Heerengracht, Cape Town, South Africa.

Shareholders approved all the ordinary and special resolutions with the
required majority. A gross dividend of 425c per Naspers N- ordinary and
85c per Naspers A- ordinary share were approved. PricewaterhouseCoopers
was appointed as external auditors, with Mr B Deegan as the individual
who will undertake the audit.

Mr Vosloo reported in his AGM address that Naspers posted a solid
performance for the year 31 March 2014. The group’s strategy remained
organic growth of existing businesses and limited acquisitions that add
value to the group.

The chairman’s address follows:

Dear shareholders and guests,

This is a very special occasion for the company as it is the 100th
annual general meeting since the company was formed in December 1914 at
a meeting designated as a start-up meeting (stigtingsvergadering).

I do my introduction in English, wishing to point out that the first AGM
was held in Dutch, the other official language of the then Union, and
Afrikaans was only recognised as an official language in 1925.

We have moved on since then and today we herald another step to keep up
with the fast-moving world. Up to now our AGMs were in Afrikaans till
fairly recently, when we alternated between Afrikaans and English.

The company has since last year become fully international when our
biggest subsidiary, MIH Holdings was folded into Naspers. Our board now
comprises members from around the globe and English being the universal
business language, it is now the lingua franca of the Board. We keep a
copy of the minutes in Afrikaans for record purposes, and my comments
today are available in Afrikaans.

I do not wish to give the impression that we are relegating Afrikaans.
Our business in South Africa, especially on the print publishing side
and the internet, and in books, is still the biggest purveyor of
Afrikaans, and we uphold the status of the language and do not wish it
to be ignored or sidelined.

Vir my as ’n Afrikaner is dit ŉ saak van die hart en ek vertrou die
behoud daarvan sal so bly in die toekoms. For me as Afrikaner Afrikaans
is part of my being and I trust its formal and formidable role in our
society will be maintained at all levels.

Looking back over the 99 years of our being, one can say that Naspers
has really grown forward and upwards as a business. From the parochial
publisher of 1915, we have now spurted forward to being the top ten in
the internet, with activities in 133 countries. We straddle the globe
and I am very proud that we have jump-started ourselves from our African
origins to being a respected and leading player in our line of business
worldwide. Few South African businesses have successfully made that
transition and on behalf of the Board I give full credit to our teams
and its leaders for the accomplishment.

In that regard I wish to congratulate our former team leader Koos
Bekker, who is poised to succeed me as non-executive chair next year
when I finally step down in April. Koos is an inspiring and far-sighted
leader. He can see around the next corner and he can spot a curve ball
coming. Naspers' transition has been huge and it started 30 years ago
when Koos Bekker came into my and Naspers' life.

I pay fullsome tribute to Koos and will be handing over the reins of
this progressive, fantastic and wonderful business to him with no qualms.

The Naspers group had a lively year with progress in several businesses.
We reported robust consolidated revenue growth of 26% at R62,7bn, driven
by both our internet and pay-television businesses. This growth was
fuelled by development spend that increased 79% on 2013 to R7,7bn –
particularly for ecommerce and digital terrestrial television or DTT.

In line with our goal to invest in new ventures that will deliver value
over the long term, we continued to invest for organic growth and
acquire new businesses in our fields of focus. By investing in this
ongoing expansion, core earnings growth was limited to around R8,6bn,
similar to last year.

While aggressively investing for the long term limits short-term
earnings and cash flows, we believe this strategy is sound. Our aim is
to deliver value to our shareholders over time and to contribute to the
communities in which we operate.

Our recent performance underscores the soundness of this strategy.
Despite the turbulence of the past five years, Naspers has grown
revenues, including our share of associates’ results, at a compound
annual rate of some 25% over this period.

Globally, economic growth was variable over the past year, and
each country and business in our portfolio has its own uncertainties.
However, a benefit of operating in multiple countries and across more
than one technology is that the aggregate risk profile is diminished.

The use of internet services continued to expand with the global
internet population now around 3bn – almost half the world’s total
population. The growth of mobile devices is an important trend for the
group. In some of our businesses, over 50% of total traffic now comes
from cellphones and tablets.

Ecommerce is taking market share from bricks-and-mortar commerce.
Technologies such as mobile apps, location-based services,
barcode/product identification and image recognitions, mobile payments
and services will continue to drive ecommerce growth. Over the next
decade, ecommerce is expected to emerge as the largest section of the
internet in most countries around the world.

Our integrated report presents a balanced view of our economic, social,
environmental and governance activities for the year to 31 March 2014.
Our intention is to extend Naspers’s core value of being useful to the
communities we serve, while reflecting the key concerns of stakeholders.

Breaking down our results by segment, our internet units
recorded strong growth with this segment increasing revenues by 65% to
R57bn, although higher development spend restricted trading profit
growth to 8% or R6,6bn. Our internet activities are rapidly transforming
themselves into mobile-focused operations. Tencent performed well in a
dynamic and highly competitive Chinese market and, in Russia, Mail.ru
reported good results with growth across all major segments.

Revenues from our ecommerce activities rose 64% to R20,3bn. Given
that ecommerce is an area of expansion, development spend of R5,6bn
resulted in the trading loss for this segment widening to R5,3bn. We
recorded strong organic expansion in our online retail operation, but we
are still some way off the appropriate scale. In our online classifieds
businesses, we now own and operate sites in some 40 countries in Eastern
Europe, Asia, Africa, Latin America and the Middle East and on our way
to becoming a global leader. Our payments activities continued to grow
while we merged our businesses under a single operating unit and the
PayU brand. PayU is expected to become a meaningful business in coming
years. We combined our price-comparison operations across Latin America,
Africa and Central and Eastern Europe into a global unit, with
encouraging growth in revenues.

Our pay-television business reported revenue growth of 20% to
R36,3bn. Subscribers rose by 1,3m households, our largest ever, taking
the base to over 8m homes across 50 countries in sub-Saharan Africa.
Investments in DTT and online services and local content resulted in
trading profits creeping up at a slower 13% to R8,5bn. DTT coverage
expanded and at 31 March now covered eight countries and 92 cities and
is still growing. We continue to invest in our online offering,
expanding our services on mobile phones, tablets and computers and we
launched an improved personal video recorder, the DStv Explora.

Governance and sustainability remain essential measures for our
stakeholders. As a multinational group, we are exposed to different
risks in different jurisdictions. Accordingly, the board conducts the
group's business with integrity in all territories, applying appropriate
corporate governance policies and principles.

A disciplined reporting structure ensures the holding company board is
informed of subsidiary activities. Detailed strategies and business
plans, covering the financial and non-financial elements of operations,
are regularly reviewed and management remuneration is linked to
performance and strategic objectives.

We continually evaluate areas where governance at corporate and
subsidiary level can be improved. In line with the requirements of the
Companies Act, the social and ethics committee for Naspers and its South
African subsidiaries reports to shareholders each year via the
integrated report.

The broader regulatory environment continues to evolve. In
Africa, countries are strengthening broadcasting regulation and new
competition legislation is being introduced. Elsewhere in the world,
internet regulation is also increasing. Naspers has the required
licences to provide services, subject to conditions that may change over
time. Equally, our newspaper and magazine businesses are subject to some
regulatory impacts. Naspers’s two main South African units, MultiChoice
and Media24, are complying with domestic black economic empowerment
requirements.

In essence, the sustainability of our group is determined by our
ability to inform, entertain and connect people, distribute media
products, support ecommerce, sell advertising and develop related
technologies.

In line with our sustainable development policy, the group contributes
to local communities in which it operates. We also strive to minimise
our impact on the environment. Some of our more significant initiatives
focus on education, skills development, entrepreneurial spirit,
community outreach and environmental sustainability. Most of these are
implemented in partnership with government, communities or other local
organisations.

In the past year, the group paid 31% of the wealth we created to
employees, and 27% to local governments where we have operations. To
fund our expansion and growth strategy, we rely on investors and debt
providers, who in turn are compensated by dividends, share price
appreciation and interest payments. This accounts for 12% of total
earnings distributed. The remaining 30% has been reinvested to ensure we
maintain a sustainable group that enriches people’s lives, provides jobs
to over 28 000 people (excluding associates and joint ventures) and
contributes to developing the countries in which we operate.

Moving to dividendsThe board recommends that the annual
gross dividend be increased 10% to 425c (previously 385c) per listed N
ordinary share, and 85c (previously 77c) per unlisted A ordinary share.
If you confirm this today, dividends will be payable to shareholders
recorded in the books on Friday, 19 September 2014 and paid on Monday,
22 September 2014.

On to directorsDuring the year, we announced several
changes to the board. Our subsidiary MIH Holdings Proprietary Limited
had grown to comprise the vast majority of our market capitalisation and
large overlaps developed between the MIH and Naspers boards. As such, we
decided to reconfigure the Naspers board.

As part of this process, after many years of excellent service, Lourens
Jonker, Neil van Heerden and Lambert Retief and Prof Hein Willemse
stepped down. Craig Enenstein, Don Eriksson, Roberto Oliveira de Lima,
Cobus Stofberg, Yuanhe Ma and Nolo Letele were appointed to the board.

Bob van Dijk, who headed our ecommerce operations, was appointed chief
executive of Naspers in April 2014. With an MSc in econometrics from
Erasmus University Rotterdam, and an MBA from Insead in France, Bob’s
extensive international ecommerce experience in our key growth field is
expected to help us become one of the leading global players in this
segment.

In June this year, Steve Pacak, executive director and chief financial
officer, retired, but remains an alternate non-executive director. Basil
Sgourdos, formerly CFO of Naspers’s subsidiary MIH, succeeded him.
Steve, fondly known in the group as “Mr Pay Check”, had a distinguished
career and we thank him for his outstanding contribution to the group.
Mark Sorour, head of mergers and acquisitions, was appointed as an
alternate director.

Balancing capable, experienced management with fresh talent has long
been a hallmark of our group and we look forward to a seamless
transition to our new management team.

Members of the audit committee are Adv Fran du Plessis, Don Eriksson,
Ben van der Ross and Boetie van Zyl. We recommend that you reappoint
these individuals as audit committee members in compliance with the
Companies Act.

You will also be asked to elect Prof Rachel Jafta, Prof Debra Meyer and
Boetie van Zyl, who retire by rotation.

Now a few achievements, career moves, retirements and moreApart
from the changes at board level already noted, there were several other
notable changes during the year.

As we expand our ecommerce group we have made several new key
appointments. Larry Illg, head of ecommerce operations, marketplaces and
fashion, Peter de Caluwe, CEO payments, Aileen O’Toole, Naspers head of
human resources, Tim Hilpert Classifieds CEO for Europe, Miguel
Mascarenhas, the founder and CEO of Fixeads in Portugal, was promoted to
Classifieds global CTO. Eben Greyling decided to take some time out and
we welcome Jim Volkwyn back into our fold as head of payTV operations.

Nico Marais was promoted general manager finance for the Naspers group.

Retirements included André Coetzee, group legal counsel. Craig Opperman
was appointed in his stead.

Media24 had a number of retirements, many of whom served the company for
more than 30 years:John Relihan, CEO of Media24 Magazines, who
served 37 years. Charlene Beukes, currently GM of Weekly Magazines takes
over from John and CEO of Media24 Magazines

Fred Mouton retired in February 2013 but still comes to the office every
day, now working on a contract basis. In this regard Die Burger has a
remarkable record: only 3 cartoonists in the 99 years since the
establishment of Naspers and Die Burger in 1915.Martiens van Bart
retired earlier this year, after some 35 years’ service at Die Burger,
as a fearless champion for the preservation of the Cape cultural
treasures – buildings, artefacts and documents alike.

Anthony Stidolph: The Witness’s political cartoonist – and the first
person to hold such a position in the paper’s nearly 170-year history,
is nearing retirement next month after a career spanning nearly 30 years
at the paper.

We are saddened by the passing of one of our most illustrious former
directors, Jeff Malherbe and Prof Russel Botman, Media24 Director and
Rector and Vice Chancellor of Stellenbosch University; Lappies
Labuschagne erstwhile CEO of Tafelberg-Uitgewers died of cancer earlier
this year and also Ronnie van Wyk, one of the founders of M-Net.

The future for NaspersLooking forward, our established
businesses should in the aggregate remain cash flow positive, profitable
and growing.

As noted, our goal is to invest in new ventures that will deliver value
over the long term. With this in mind, we will continue to invest for
organic growth and may also acquire new businesses in our selected
fields.

We believe that, through a combination of attractive markets and
appealing customer product offerings such as online classifieds, etail
and DTT, we have a realistic prospect for growth over the medium term.

Shareholders, I have been the custodian of Naspers in my role as chair
for 22 years. It has been quite an innings, rollicking at times, even
hair-raising, never dull, and I trust you as shareholders appreciate the
value that has been unlocked.

Thank you for your sterling support, especially in the sometimes trying
times when things did not run according to expectations.

I specially wish to thank our very able, diligent and strict
disciplinarian of a Group Secretary, Gillian Kisbey-Green for guiding me
at all levels to bring matters to a satisfactory conclusion.

It has been a great privilege, and I have been enriched by the lifetime
experience of being involved with Naspers For that I thank you as
shareholders and my fellow and succeeding board members through
the years for the opportunity.

I thank you.

Important Information:

The report may contain forward-looking statements as defined in the
United States Private Securities Litigation Reform Act of 1995. Words
such as ‘believe’, ‘anticipate’, ‘intend’, ‘seek’, ‘will’, ‘plan’,
‘could’, ‘may’, ‘endeavour’ and similar expressions are intended to
identify such forward-looking statements, but are not the exclusive
means of identifying such statements. While these forward-looking
statements represent our judgements and future expectations, a number of
risks, uncertainties and other important factors could cause actual
developments and results to differ materially from our expectations.
These include factors that could adversely affect our businesses and
financial performance. We are not under any obligation to (and expressly
disclaim any such obligation to) update or alter our forward-looking
statements, as a result of new information, future events or otherwise.
Investors are cautioned not to place undue reliance on any
forward-looking statements in this report.

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